Business Context and Reporting Period
Company: Ultra Clean Holdings, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: February 25, 2026
Principal Executive Offices: Hayward, California
This filing reports a proposed offering of Convertible Senior Notes due 2031 and an anticipated amendment to the company's existing Credit Agreement.
Key Financial Metrics
The filing does not provide specific values for revenue, profit, cash flow, margins, or current liquidity positions. The document focuses on capital structure changes rather than operational performance metrics.
- Proposed Instrument: Convertible Senior Notes due 2031.
- Offering Method: Sale to qualified institutional buyers pursuant to Rule 144A.
- Debt Covenant Change: Anticipated increase in the maximum consolidated total gross leverage ratio for the revolving credit facility to 6.00 to 1.00 for a specified period.
Material Changes Versus Prior Period
No comparative financial data or material changes in operational results versus prior periods are disclosed in this filing. The primary material change is the proposed expansion of debt capacity and the modification of financial maintenance covenants.
Guidance, Outlook, and Risks
Management Commentary: The company is proceeding with a proposed note offering and expects to amend its Credit Agreement dated August 27, 2018, to accommodate the new financing.
Risks and Contingencies:
- The filing explicitly states it does not constitute an offer to sell or a solicitation of an offer to buy the Notes or common stock.
- The leverage ratio amendment is subject to terms to be set forth in the final amendment agreement.
Important Facts for Investor Verification
- Verify the final pricing, interest rate, and conversion terms of the Convertible Senior Notes due 2031 once the offering is completed.
- Confirm the specific duration and conditions of the increased 6.00 to 1.00 leverage ratio covenant in the amended Credit Agreement.
- Review the attached press release (Exhibit 99.1) for details on the use of proceeds from the proposed offering.